SpiderMan I: Symbiotes and Surprises
by ajcomicwriter
Summary: Great villains-Carnage, Venom, and the Kingpin are just a few! More to come! Please R&R!
1. Chapter 1:A Tale of Two Symbiotes

_Disclaimer: I don't own any Marvel characters, Marvel does. I'm just creating what I think is an enjoyable story in hopes that other Spider-Fans will enjoy. Spider-Man and all related characters are property of Marvel Comics, not myself._

     Spider-Man swung through the city, surveying the ground below him. The city of New York had been fairly quiet for weeks, but that wasn't a good sign for Spidey. A quiet New York usually meant that some evil was brewing, some super-villain was in action, some bad guy was ready to take another shot at Spider-Man. But, as always, Spider-Man was ready. Ready, as he always had to be. 

     A loud bang from down below caught Spidey's attention, and he slowed to a stop, holding on to a nearby wall while surveying the crowded city streets below.

     _Probably Doc Ock or the Rhino, with my luck, Spidey thought. __There are only so many crazy megalomaniacs a guy can take in a lifetime._

_     Spider-Man crawled down the wall, watching for a silver tentacle or huge gray figure, moving quickly through the crowd. However, what he saw was not quite what he expected. It was a pitch black figure, sprinting at Spider-Man like speeds, unattainable for anyone like the Shocker or even the Rhino. There was only one name for something black moving that fast: Venom._

     _What's he doing in the middle of __New York__? Spider-Man thought, crawling until he was almost at the pavement, __I thought Eddie wasn't going to let Venom appear anymore! _

     It  appeared that Venom cared nothing about what he had said earlier. He was back, and not in a good way. The crazed villain had stopped, but was now surveying the walls around him. He had obviously sensed Spider-Man's presence. But then again, maybe not. Venom turned away from Spidey, towards a different wall, staring up at it.

     Spidey hit the pavement, preparing to charge Venom when the time was right. However, Venom still didn't notice Spidey. He was across the street, still staring up the same brick wall.

     "You!" Venom screeched, madly scrambling up the wall, "It's you! I know it is! Come out, and face your spawner!"

     "Oh no." Spider-Man muttered under his breath. This meant that Cletus Kasady, otherwise known as Carnage, was on the scene as well. _Two of them, Spidey thought, his heart sinking into his stomach. __How can I handle both of them? Unless …_

_     Spider-Man ran into a nearby shop, scattering tourists around him. It was a drug store, and Spider-Man knew they would have what he wanted. He ran to the cashier, grabbed a lighter from the counter, and paused to make the usual snappy remark. He spun his web into a roughly rectangle-like shape and threw it onto the counter "I'll be using credit today, and you can keep the card." He ran out the exit and swung over towards Carnage, trying to keep his distance from Venom._

     "Hey, bloody!" Spider-Man shouted, pulling out the lighter, "Have a taste of this!" 

     Carnage, being vulnerable to fire, shrieked and leaped away from the lighter. "You aren't getting us, Spider!" He hissed at Spider-Man.

     "You're forgetting somebody." Spider-Man said, leaping down to the street below. He watched as Venom caught Carnage totally off-guard, causing him to fall to the ground. By now, there was a huge crowd of ready-for-action New Yorkers, enjoying the fact that all of the tourists had been scared off. They all gasped when Carnage hit the pavement, not ten feet from the nearest one of them. 

     Venom hissed as he leaped off of the wall, hoping to land on Carnage. However, Carnage was ready, with one of his hands forming a giant, razor-sharp blade. Venom ran right into it, without Carnage putting any effort into it at all. Venom just lay there, with the blade protruding from his back, for several seconds before either symbiote moved. 

     Carnage, laughed, spitting in Venom's face. "Hah! You fool! You thought you could beat Carnage and Carnage beat you!" He wrapped several red tentacles around Venom's body and lifted it over his head. He tossed it into the wall, laughing at the limp body as it fell to the ground. "After all these years … He went looking for us, and we beat him!" He curled his "hands" around and around, raising them in triumph. 

     Spider-Man stood behind the crowd, rubbing his eyes to make sure what he was seeing was real. This was Venom, a horrible foe to him yet also a great ally. How could someone like Carnage finish him off with a single blow?

_Is this really the end of Venom? Will Carnage move on to Spider-Man next? You'll just have to await the next chapter to see! Surprises await!_


	2. Chapter 2:The Skull and His Executioner

Symbiotes and Surprises-Chapter 2

     _Eddie Brock, otherwise known as Venom, dead? Could it be? If so, what will happen to his symbiote? Will Spider-Man still have to face-off with Carnage or will Carnage be satisfied with a triumph over Venom?_

     Spider-Man was still standing in the same spot he had been standing in three minutes ago. He had seen it all, but he still couldn't get over it. How could someone so strong as Venom be beat so swiftly and easily? Carnage's hand-blade had gone straight through Venom, not even giving him a chance. Venom had fell to the ground, bleeding from the stomach, as though the suit offered no protection at all. Spider-Man knew that the suit had a mind of its own, but why would it want to part ways with Brock? Spider-Man had a feeling that he wasn't about to find that out just yet.

     Carnage had ran off at the sound of police sirens, scared not of the officers themselves but of the sirens on their cars. Only two things could be sure to hold symbiotes at bay: fire and noise. Even a symbiote as strong as Carnage had the common fear of noises. 

     After most people had cleared out and the police were getting ready to make him leave, Spider-Man noticed something. He noticed a black slime trail leading down into the New York sewage system. Then, he also noticed something quite peculiar. Venom was gone. There was still someone lying dead in the street, but it was not Venom, it was Eddie Brock. Spidey realized that the symbiote was gone, and it had gone into the sewage system.

     _Two weeks of rest later …_

     Spider-Man circled the city on his routine patrol, keeping an eye out for any law-breakers that might get in the way of a safe New York. He had already been on patrol for three hours with no sign of trouble from 10:00am to 12:00pm. This would usually have been good for the wall-crawler, but today it made him feel uneasy. He felt a strange feeling in the pit of his stomach, a feeling known to man as déjà vu. He felt that the peacefulness of that day was eerily reminiscent of the quietness of two weeks ago, the day Eddie Brock, known to many as Venom, was killed. Carnage, his symbiote's spawn and bitter enemy, had killed him, but he had forgotten one thing in his haste to get away from the loud wailing of police sirens. He had forgotten the symbiote itself.

     Spider-Man had later found the symbiote's slime trail leading into the New York sewage system. He had hoped against it, but in his heart, he knew that the symbiote would find a new host and a new monster like Carnage or Venom would spring up, possibly stronger than either of the former. It seemed unlikely, but Spider-Man wondered about his arch-foes. What if the symbiote bonded with them? Spider-Man didn't think he could handle a symbiote Vulture or Shocker. With that kind of power, his foes would be able to defeat him with ease … After all, it seemed that the symbiote had a mind of its own. And if it did, wouldn't it want a powerful host such as the Vulture or Shocker? 

     Spider-Man shook off that thought, deciding that it was too much to think about for now. _I better lay off the mental stress. Spidey thought, __If my predictions are right, I'll sure have enough to worry about in a couple of days. _

_     And, too bad for Spider-Man, he was terribly right. But in fact, it could just be a matter of minutes before he met grave danger in the form of … the Red Skull! That's right, the ex-Nazi mastermind criminal with all the powers of Captain America. However, the Red Skull is not known to attack on his own. He usually employs other super-villains to do the dirty work for him, and today is no exception._

     In the shadows of a building not so far away from Spider-Man, the Red Skull sat and watched. He watched the projection from a surveillance camera posted a couple buildings away from the Red Skull's new lair. 

     "Hello, Headsman. Your arrival has been awaited." The Red Skull said, looking up from the projection. "Are you ready for your task?"

     "Yes." The purple-hooded Headsman replied, rubbing the blade of his amazingly powerful ax with his huge, muscular hands. "He has beaten me twice now. The first time, I was powered by a puny backpack. The second time, I had no excuse. He beat me, fair and square, and that is what angers me so."

     "I see." The Red Skull answered, pulling his face into a smile, "You want revenge on the Spider. So this is not just for money, it is for a personal feud."

     "Yes sir, it is. I mean to put that fool Spider-Man to shame and behead him with my indestructible ax!"

     "As you will, Headsman. Do not worry about that. All you need to worry about right now is going off to fight him. Remember, go easy on him. Unless you have a clear kill, do not take chancy stabs at him. He is smart and talented, and not very easily outwitted. It will take more than just a great weapon and brawn to kill that Spider!"

     "Maybe so, but I might just go for the kill. You never know. He may give me an open opportunity, and if he does …"

     "Kill him." The Red Skull answered, taking a puff of his cigar, "It's as easy as that. Now get out there and do what you've been told!"

     The Headsman, with his huge ax, unrevealing purple hood, and nearly uncovered chest, hopped on a large, flat, silver disk. The disk began to hover, waiting to get into action. 

     The Red Skull pressed a button on his huge control panel, and a tiny wall space opened in the street-facing side of the room. The Headsman slid through that space and out into the open, out to get Spider-Man.

     _Will Spidey meet defeat at the hands of the Headsman? Will the symbiote join another host? What happened to Carnage? Is the Red Skull the only crime boss after Spidey? That's a lot of questions to answer in the next chapter, but we'll try. You'll just have to wait for chapter three!_


	3. Chapter 3:The Black Rhino's Charge

Symbiotes and Surprises-Chapter Three

_Will Spidey be felled by the Headsman's ax? Will Carnage make another appearance? What happened to the Venom symbiote? What's the Red Skul'sl new plan? That means a lot of trouble for Spidey, but it also means a lot of story  for you!_

_     The Red Skull was still seated, watching the Headsman head out towards Spider-Man. He saw the colossal giant glide on his disk, brandishing his ax in his right hand. He wanted to kill Spider-Man, that much was quite clear. Not that the Red Skull actually believed he could. He could have left the Headsman to die, told him to fight to the death. Instead, he decided to keep the Headsman under control. Let him rough Spidey up and then retreat. All the Red Skull needed was a barely weakened Spider-Man and victory would be assured. _

     No one had ever been able to truthfully assure victory over Spider-Man. Many had predicted their victory and then been defeated, such as Doctor Octopus. But now, the Red Skull had the ultimate weapon. Someone Spider-Man had faced before, but then again, not really faced at all. And just at that time, that certain someone walked into the room. 

     "Hello, Rhino." The Red Skull said, pressing a button that sealed the door behind him. "I see you are out of costume."

     "Well, I'm in the Rhino outfit still. But if you mean, _the suit, then no."_

     "Yes, I refer to _the suit." The Red Skull answered, lighting a new cigar. "The symbiote. You are still bonded with it, are you not?"_

     "Yes, I am. And it's the best think that ever happened to me. I don't have to look weird anymore. I can change my look to blend in on the street.  I'm even stronger than I was. I now have speed and agility. It's really an amazing thing." The Rhino answered, smiling.

     "Good. So you enjoy my gift to you. But remember what you must do to earn full possession of it."

     "Yes, yes, of course. You said I had to kill Spider-Man first. With my new powers, it will be all too easy to dispose of him. For now, he challenges not the Rhino, but something even more rare and powerful … The Black Rhino!"

     "But all the same, Rhino, I've put some insurance into our plan. This fool called the Headsman is going to take a whack at him first, you know, be the storm preceding the hurricane."

     "Of course. That's fine. All I want is my whack at the Spider and my reward afterwards. I'm in it for money and revenge."

     "Yes, as is the Headsman, even though he's only faced off with Spider-Man twice in the past."

     "Speaking of, Skull, what's your motivation for this? Just want to make your mark by picking off Spider-Man. I thought Captain America was the one you were after."

     "Let's just say that he's interfered with enough of my plans to anger me. I see him as one of the many obstacles in the way of global domination."

     Spider-Man only had a split second to guard himself from the oncoming attack, a split second given to him by his trusty spider sense. However, for someone with the agility of a spider, a split second was enough. He dodged the Headsman's ax blow with ease and jumped onto the side of an apartment complex. The Headsman, however, quickly recovered and came back with another giant ax blow. Spidey barely dodged it, and it grazed his suit, slamming into and smashing a wall. He quickly pulled the ax out, but Spider-Man sent a blast of webbing right into his face, causing his glider to jet backwards out of Spidey's line of fire. 

     Spider-Man then used a strong, single strand of webbing to grasp onto the hover-disk. He then pulled the Headsman to the side with all of his strength, sending him straight into the apartment complex's brick wall. 

     Spidey waited until he was sure the Headsman was either knocked out or deeply rattled, and then crawled into the hole. That was a big mistake. As soon as Spidey entered, the Headsman brought his ax down on him. Spidey jumped back, alerted by his spider sense, but not quite in time the Headsman's ax narrowly missed his hand and came down on his web cartridge on his wrist, shattering the cartridge everywhere. 

     However, this really worked to Spider-Man's advantage. The ax became engulfed in liquid webbing, and then stuck to the ground below where the ax had struck. The Headsman gave a huge heave, almost but not quite freeing the ax. However, even if he had freed it, it would not have been in time. Spider-Man was already back in the empty apartment, unleashing a mighty punch into the Headsman's face. Then, Spidey used his undamaged web-shooter to bond the Headsman's hands with the ax. Now both the ax and the Headsman were stuck. 

     "Stuck there, pal?" Spidey chuckled, punching him again. "It's so nice that I don't have to pull my punches with someone as huge as you." He unleashed another furious punch, this one causing the Headsman to drop to the floor. "Catch ya later, big boy!"

     Spider-Man turned to swing back out of the wide hole. Unfortunately, something was blocking the way. Something big. Something bulky. Something black. Something with two horns and a very nasty grimace.

     "Hey, Spider-Man." The figure said, smiling. "It took you longer than we thought it would. He's really just a big, bulky push-over."

     "And if I were you, I would not be talking about big, bulky, push-overs, Rhino."

     "Heh." The Rhino chuckled. "Watch and learn, Spider." The Rhino put his hand up, shooting a strand of webbing onto the ceiling. He jumped up, holding on firmly to the ceiling and smiling at Spider-Man. "The name's Black Rhino these days." He leaped across the room, crawling on another wall. "And we don't like spiders very much."

     _No. It can't be. Not the Rhino. Spider-Man thought, __If that symbiote found him, I have no chance of winning. He's too powerful. It was bad enough when he was just big!_

_     "Thinking about your death, Spider?" Rhino said, leaping off of the wall. "Here we come!" He landed firmly on top of Spider-Man, knocking the wind completely out of him. He stood and began to web Spider-Man to the floor. "Hah. I always wondered what it'd be like to be the one with the webbing."_

     "Too bad webbing isn't quite capable of holding a spider down!" Spider-Man shouted, leaping up through the webbing. He unleashed a punch to Black Rhino's jaw, expecting to see the usual reeling-in-hurt super villain after a spidey-powered punch. However, Black Rhino barely even moved.

     "Hah! Is that the best you can do, Spider?" the Black Rhino scoffed, pulling back his fist. "Now this is a punch!"

     Spidey tried to duck, but with Rhino's new-found agility the punch virtually couldn't be avoided. It hit Spidey square in the jaw, and Spider-Man reeled backwards. He turned to run, but had forgotten one thing: the hole in the wall. In his haste to retreat, he slipped out of the room and into the sky. In mid-fall, he shot a web upwards towards the room. The shot was all to accurate. The Black Rhino caught the strand of webbing in his outstretched fist and held it high above his head. "Spider-Man!" he shouted down towards Spidey, "You are through!"

     Just at that moment, Spider-Man used the web to leap at the brick wall of the apartment building. He had waited until just the right time in order to make the Black Rhino think he was dead. The line had slacked just as the Black Rhino released it. Spider-Man  paused to rest, hanging on to the huge wall like only a select few could do. 

     The Black Rhino laughed at Spider-Man's defeat. With his new power, it had almost been too easy. It had been, in fact, almost too easy to really enjoy. However, almost doesn't count for much. 

     In his moment of rejoice, the Black Rhino had lost all thought of anything else in the world. Sometimes, you can get away with that. Sometimes, you can't. That particular time was one of those cant's. Because of letting his guard down, he was caught unawares. Caught unawares by Carnage, filled with fury at the birth of another symbiote warrior. 

     "So you found our spawner!" Carnage shouted, making blades out of his fists. The Black Rhino, however, was now ready. Carnage had lost the advantage of surprise.

     "We will kill you!" Black Rhino yelled, driven by the symbiote's fury. He made a mad dive for Carnage, making connection but only barely. Carnage spun out of his grasp and attempted to drive a hand sword into the Black Rhino. The Black Rhino flipped as Carnage struck at nothing but air, and landed right behind Carnage. He landed a solid, super-powered punch right into Carnage's back. Carnage fell down, but immediately got back up and ran around the room. He stopped, realizing that the Black Rhino was gone.      

     "Come out, come out, wherever you are!" Carnage screeched, smirking. 

     The Black Rhino fell from his spot on the ceiling, landing his feet squarely on Carnage's head. "Take that, Carnage!" he yelled stomping on his back.

     Carnage caught his leg with his hand and grasped it firmly. He spun him around and threw him into one of the walls. The Black Rhino went through into another room that looked like it had been hastily abandoned. When Carnage entered, he was ready. The Black Rhino charged, horns first. The horns connected, straight into Carnage's chest. Carnage screamed as the Black Rhino grabbed him and tossed him out of the hole in the side of the building. Carnage fell out, into the sky and out of sight in the consuming fog. 

     "He'll live." The Black Rhino said to himself. Or, then again, was it to himself?

      _Somewhere deep in __New York__, where no one could hear._

     "Good." The large, shadowy figure said, his face cracking into a malicious grin. "And you are sure Spider-Man is alive as well?

     "Yes." The voice of the Black Rhino came through on the other end. 

     "Even better. This means he believes he has a chance now. Very good." 

     "I will report to my so-called boss, now. Don't worry boss, I won't fail."

     "Good for you. Remember that  with the Kingpin, failure means death." Wilson Fisk hung up the phone, smiling to himself. _I've got Spider-Man right where I want him. The Kingpin thought, __The Red Skull is fooled and Carnage has been proved beatable. All is falling into place now. The Black Rhino will fulfill his duty and then I will dispose of him in an oh so tragic fire. He's too powerful to leave my grasp._

_     Several miles away, Peter Parker was being comforted by his wife, Mary Jane Parker. But then again, had he known what he was up against, he wouldn't have been comforted at all. _

     "It's all right." Mary Jane said, looking at Peter across their kitchen table. "They may be pretty strong, but you've beat all of them before and you can do it again if you have to."

     "Well, MJ, it's not the same anymore. The Rhino is a symbiote! How am I supposed to deal with a symbiote Rhino? He's was already strong enough! Now he's stronger than me, faster than me, he's even more agile than me now!"

     "But you're still stronger than him. The Rhino can have all the strength, speed, and agility in the world and you could still outsmart him, tiger!"

     "My brain didn't do me a bit of good while I was in there with him last time! He just used his strength to bowl me over with a few jaw-breaking punches."

     "Tiger, that was last time. You're just going to have to come up with a strategy. Use some fire or that sonic gun you used to have."

     "I'm not even sure that would work on him." Peter said, sighing, "I mean, he's more powerful than either Venom or Carnage, maybe even combined. Maybe he doesn't share their weaknesses. You never know."

     "Well, he's a symbiote, isn't he? Just because he's a really stong sumbiote can't erase the fact that he is one and shares their weak points."

     "You're probably right." Peter answered, attempting a smile, "Or at least I hope so."

     _So, the Headsman was beat. (Not that it really matters.) Both the Red Skull and the Kingpin think they have the upper hand. A symbiote/rhino has emerged, and he took down both Carnage and Spidey. What can this mean? A lot of loose ends in an amazingly complex plot, that's what! Tune in next chapter for an unpredictable death (or two) and the coming of some more Spidey villains! _


	4. Chapter 4:Red Skull Under Fire

 Symbiotes and Surprises-Chapter Four

     _A symbiote Rhino! The Red Skull and the Kingpin! Carnage is still on the loose! Can it get any worse for Spider-Man? You'll see in this bulky chapter!_

     _The journey was at an end. He had came back, and a terror was ready to once again strike the heart of __New York__. The Lizard was near. The Lizard, the very embodiment of fear, was ready to reign. No one would stand in his way, not even Spider-Man. _

     In yet another shadowy district of New York City, the colossal mountain of muscle the Kinpin lurks, surrounded by guards and hidden protection as he deals with a deadly ally.

For to many days had Shocker been cooped up. Jail wasn't exactly paradise, and the "Shocker could testify to that. From the minute he arrived to the minute the Kingpin's associates sprung him, he had done nothing but brood about Spider-Man. He had created plans, each one more ridiculous and fantastic than its predecessor. Not until he was away did he realize just how much he had lusted for freedom, how much he had needed to be free again. _They'll never put me back in there again, _Shocker thought, rubbing his vibro-gauntlets together as though grinding Spider-Man's bones into ashes. 

     "Hello, Shocker." Wilson Fisk said, sitting down and motioning for Shocker to do the same. "I hope you have enjoyed your freedom. Now, I did not spring you just out of the good of my heart. I sprung you because I wanted you. Now, you may be envisioning your job right now: another bank robbery, a hostage situation. You're probably thinking small time theft. However, the Kingpin does not deal with small time thievery. I want to involve you in one of the most important underworld take overs of the year. The Kinpin already reigns supreme in New York City, but no one else fears me. You will help change all that by taking out my first major victim: the Red Skull."

     "Kingpin, have you flipped your lid?" Shocker asked, smiling. "Take down the Red Skull? The best of the best have tried it, hero and villain alike, yet he always lives. I don't see what 

chance we have against someone like him."

     "And I don't see what chance he has against people like us." The Kingpin replied, brandishing his cane in his huge, powerful fists. "He is already ensnared in my web of lies and treachery, and is ready for us to move in for the kill. I will provide the opportunity, and you will provide the man power."

     "Then, I suppose, you will provide the money as well." Shocker asked, smiling under his mask.

     "Yes, of course. Money is nothing to the Kingpin. Crime and revenge is my life." The Kingpin answered unemotionally. "Besides, how can you lose with the most powerful villain of all time on your side?"

     Shocker turned to leave, walking out of the giant double doors in his office. He headed straight down the corridor to another door, walking through it as well.

     "So, boss, what do you think about him? Is he trustworthy?" one of the Kingpin's guards asked, coming from his hiding spot behind the Kingpin.

     "No one is trustworthy, Max." the Kingpin answered, smiling, "But some are gullible enough to attempt to be."

     _What a nut. The Shocker thought, chuckling to himself. __He's just some overweight ex-sumo with a lust for power. If I had wanted to, I could have killed him off with a simple press of a button. He probably even thought I didn't notice his muscle hiding in the shadows. I could have killed them too anyways. _

     Spider-Man had left Mary Jane, ready to go swinging around, "looking for trouble" as some might say. He knew that it wasn't the most safe thing for Peter Parker to be doing, but he didn't really have a choice. With all of the criminals in New York City, no one would be safe without the Spider-Man around to watch over them. It was a good feeling to protect the city from danger, but it also meant that he had to take away from Peter Parker's personal life. As his Uncle Ben had once said, "With great power comes great responsibility." If anyone was an example of that phrase, it was Spider-Man.

     He swung around the city, watching for a sign of a menace like the Black Rhino or Carnage. What he saw, though, was, yet again, not what he expected. It was a small figure, decked in yellow and red, creating havoc near a large building downtown. He was hammering away at the building, causing the sturdy bricks to fly. He was laughing, obviously trying to intimidate the people inside. _But who could be inside? Spider-Man thought to himself, __And__ why would Shocker be so dead set on getting to them?_

_     "He's here!" Shocker whispered into a small microphone attached to his neck. "He looks like he's about to move in. I'll watch for him."_

     "Good." The Kingpin's voice rang over the microphone. "The Black Rhino is in position for the kill. He'll back you up as soon as you appear to need it." 

     _I don't need the help of some freakish weirdo with some crazy costume. Shocker thought, continuing to blast away at the bank wall. __Gosh! Why can't I use full power? Usin' this low power shock is really boring. _

     "Come here, Spider-Man!" Shocker yelled, raising his fists as Spider-Man swung down towards him, feet first. "You can't take me out that easy!" he yelled, dodging the kick just in the nick of time.

     "But I can take you out this easy!" Spidey yelled, coming at Shocker's head with a flying punch. Shocker just stood there, apparently not fast enough to dodge the fist. 

     "I could have taken that one even as my old self!" Shocker yelled, pressing another button on his gauntlets. "But now it will be all too easy!" 

     Spider-Man's punch hit home, but Shocker did not budge. It was Spider-Man who reeled back in pain, collapsing to the ground. "Hah! See, Spider, I've upgraded the hardware since we met last! Didn't see that coming, did ya?" 

     _No, I did not. Spidey thought as a pain like no other he had ever felt ran through his fists. __In fact, the thought of you having power like that hasn't really brightened my day._

_     Shocker aimed his gauntlets, preparing for the killing blow. "Here it comes, Spider-Man! You'll find out that my wrist gauntlets are upgraded as well!"_

     Suddenly, out of nowhere, a figure came dashing at Shocker, lowering his head. It was none other than the Black Rhino. "Hah! You thought I would let a wimp like you finish him off? The Boss said I could do the honors!"

     "I don't think so!" Shocker yelled, leveling his gauntlets on the Black Rhino. He fired, unleashing a twin shock-wave that hit the Black Rhino right in the chest.

     The Black Rhino barely budged, more angered than injured by the blow. "You'll pay for that one!" he yelled, charging again. Shocker couldn't fire this time and was caught off guard. The twin horns on top of the Black Rhino's huge head slammed into his side, causing him to fall backwards. Shocker grunted and fell to the pavement. The Black Rhino smirked and proceeded on to Spider-Man. 

     "Finish him off, idiot!" the Kingpin yelled through the microphone. "Now!"

     The Black Rhino walked up to him, preparing to land a few life-ending punches right into Spidey's jaw.

     _The Lizard was ready to make his first move. He would simply spring into __New York__, creating much excitement and many rumors. Then he would head to somewhere inconspicuous and prepare to kill Spider-Man and use reptiles take over the world. The Lizard would reign supreme over all other beings!_

_     The Black Rhino flew up into the air, threw off balance by a sudden thrust from underneath him. He watched as a large green body emerged from the man-hole. "Hisssss!" it yelled, "The Lizard has returned!"_

     "You, you, you ruined it!" the Black Rhino spat, scowling at the Lizard. "You saved him! Look! He's getting back up!"

     And sure enough, Spider-Man had recovered, and not a second too soon. He unleashed webbing onto the Lizard, hoping to keep him out of the fight. "Try this on for size, ugly!" he yelled as the webbing engulfed the Lizard. The Lizard stumbled, knocked off balance by the webbing. However, he wasn't off balance for long. He broke through the webbing as though it were nothing and charged at the Black Rhino. "You fool!" he yelled, "The Lizard is supreme! How dare you shoot webbing at me!"

     "I didn't! It was him!" the Black Rhino yelled, pointing a finger at Spider-Man. 

     The Lizard hissed, realizing that Spider-Man was there. "I'll kill you!" he screeched at him. "And then the Lizard will reign supreme!"

     "Don't bet on it, big guy!" Spidey yelled, swinging around the Lizard onto the side of a large building. "If I've learned one thing in the super hero business, it's know when to run!"

     Spider-Man flew off around a nearby corner. The Lizard ran after him, screeching into the wind. He sped around the corner, stopping to watch for any sign of Spidey. "Come out, little spider!" he hissed, his tongue curling out. 

     "All right!" Spider-Man yelled, jumping down from his hiding space on a wall right above the Lizard. "But be careful what you wish for!"

     The Lizard was fast, but not that fast, he was crushed by Spider-Man's fall and fell to the ground, in a completely shocked and unconscious state. Spider-Man walked over to him and picked him up, proceeding to carry him towards a certain apartment building being rented by a Dr. Curt Conners nearby. 

     _Hmm. Spidey thought, __That__ must mean the Lizard's mind took control of Dr. Conners's body. How could the Lizard rent a hotel? Or else Curt had a reason for being here and the Lizard somehow escaped again …_

_     Back by the man-hole the Lizard had emerged from, the Black Rhino laughed at Spider-Man's stupidity. The Black Rhino had been rattled, so why didn't Spidey come after __him? Now all the Black Rhino had to do was report back to the Kingpin and all would be well. Besides, the Kingpin hadn't really expected Spider-Man to be defeated in only the second encounter. He was meant to be battered and tired, but not dead. After fighting with both the Black Rhino and the Lizard, that was probably exactly what Spider-Man was: exhausted, worn out, tired, shaken. That would pay off in their next encounter, the one that was really expected to defeat Spider-Man once and for all. With not only the Black Rhino but Shocker as well fighting him, Spider-Man was sure to be beaten then._

     "Uhh!" the Kingpin grunted, taking another stab at the huge punching bag in the middle of his room. He shifted his weight, attacking it from the side. The bag shook and fell to the ground under the force of a few Kingpin-punches. 

     "Want another one, boss?" the Kingpin's newly appointed right hand man, Jacques, asked.

     "No, four is good enough for one session. Don't want to waste too many, now do we?"

     Jacques smiled at his bosses strength and how easily the Kingpin would take down Spider-Man if they happened to fight again. 

     "All is well, Jacques. My plan has been set in action and my pawns, such as the Black Rhino, are sure to make quick work of Spider-Man."

     "How is your plan for the assassination of the Red Skull proceeding, Kingpin?" Jacques asked, now interested in his master's plans. 

     "The Red Skull will be deceased by dawn tomorrow." The Kingpin said with no tone of worry in his voice, "Shocker will make sure of that."

     _1 Day Later, at the Red Skull's "hidden" lair …_

_    "Hello, Carnage." The Red Skull said, smiling at the murderous symbiote. "Ready to kill the Spider?"_

     "Yes, we are!" Carnage yelled, grimacing at the Red Skull. "And we want you to help us!"

     "Of course you do." The Red Skull answered, "And I shall indeed aide you."

     The Red Skull led him out of his office, whispering soothing words into his mouth. "You'll kill him, Carnage, you will. He will fall to your immeasurable might, and then you can dispose of the Black Rhino, that symbiotic mistake."

     At that moment, the entire building shook with the wrath of a great explosion. The Red Skull turned towards his office, realizing that was where the tremor had come from. He stood, in deep thought, watching the door for signs of someone coming through. Slowly, the Red Skull drew a gun, pointing it directly at the door.

     The missile shook the building, causing a great hole to be formed in the Red Skull's office. The helicopter that had fired the missile swung around, drawing its side close to the building. A figure, dressed in red and yellow, emerged from the craft. It was the one known as Shocker.

     Shocker walked through the room to one of the two untouched walls to the sides. He approached the door, readying his wrist gauntlets for a swift attack. He fired, unleashing a twin blast of shock, causing the door to fly back into the room behind it. 

     The Red Skull was hit, with the gun in his hand, by the door. It smashed him into a wall, causing him to drop his gun and go partially unconscious. Carnage, however, had already gone, scared off by the loud explosion. 

     Shocker ran in, catching sight of the fallen Red Skull. He aimed both gauntlets at him, preparing to unleash a few death blows. 

     Suddenly, he was attacked, hit viciously from the side by the Red Skull's new aide, Martin the Slasher. Martin's long, dark hair flew up behind him as he bowled Shocker over into a wall. Shocker's blast went wide, smashing into the very wall he himself was rolling towards. The shock waves created a hole, large enough for a helicopter to go through. Shocker continued to roll, out the hole and into the foggy skies. 

     _Is Shocker dead? What about the Red Skull. Who is Martin the Slasher, and how powerful is he? Where has Carnage gone to now? Will the Kingpin's plan proceed as planned? Has Spidey really wrapped up the Lizard for good? We may have not seen very much of Spider-Man this chapter, but we can almost promise you'll see more of him in the next chapter._


	5. Chapter 5:Resolutions and Reflections

Symbiotes and Surprises Chapter Five 

     _We posed a lot of interesting questions last chapter, so we won't burden you with them this time around. If you've followed this story, you know well enough that our hero is in grave danger as all this comes together to form a death trap for Spidey. However, we also find the lives of several important villains at stake as we move closer to a thrilling climax!_

_     Shocker fell through the foggy sky, crying out with remorse at how close he was to ending his toil. With the completion of his assignment, he would have gained enough money to move to move somewhere faraway, somewhere free of Spider-Man. But now, his life was about to be brought to an end because of him being unaware when he most needed awareness. He looked up to see a faintly discernable helicopter floating above him. __Probably the Kingpin's chopper.__ He thought bitterly, nearing the pavement. __Come to clean up his mess. _

     Suddenly, something clicked in Shocker's mind. _He has used me. He realized, __And__ now I will use him. _

_     Shocker opened up fire on the helicopter, twin vibro shock blasts shearing through the bottom of it and ripping it in half. Shocker smiled, proud that his final mission had been carried out. He then hit the water of the waiting fountain, wondering if there was any way to escape his doomed fate. _

     The Kingpin was not happy. He had rushed to the Red Skull's hideout in order to witness Shocker finish off the Red Skull only to nearly witness himself being finished off by Shocker. His plans had gone haywire, and he had nothing to show for it. And, on top of that, judging by Shocker's nearly lifeless body, the Red Skull was still alive. 

     The Kingpin landed on the ground, pulling off his parachute pack and approaching Shocker's limp body. "You always were useless." He said, picking Shocker up by his costume. "But I didn't notice it until now." He flung the body onto the nearby city street, surprised by the silence, silence that indicated that the police were not aware of the situation yet. 

     He grimaced as a large car rolled out of a nearby garage and into the street, immediately recognizing the man in the passenger's seat: the Red Skull. The car rumbled past him, crushing Shocker's lifeless body beneath it. The Kingpin spat at it, a futile gesture of defeat. 

     Peter Parker returned home after one of the longest days of his crime-fighting career. He collapsed on his couch, panting with exertion. 

     "Rough day, Tiger?" Mary Jane said, smiling and patting him on the back

     "You could say that." Peter answered, smiling right back, "Since I was beat up by a couple of not so average joes and discovered that one of my greatest foes is even more powerful than he was."

     "That's not so bad." Mary Jane answered, laughing, "I had to model ten different styles for two different companies. Compared to that, crime-fighting is a piece of cake."

     "Hard to top that." Peter said, giggling. "Although, personally, I'd take the modeling. But then again …"

     "That's just your opinion. I'd take the super hero job any day."

     "Well, that' s no problem. Here's the costume and the web-shooters. You're set."

     "Hey!" Mary Jane laughed, "I meant WITH the super powers."

     "Oh, is that so?" Peter asked, smiling. "Well, then I believe a trip to K-Mart is in order. I hear they've got radioactive spiders at 50% off."

     At the Parker's house, all was right. At the Kingpin's new lair, all was wrong. His plan had gone haywire. One of his most valuable employees was dead. However, he still had one more card to play. That particular card just happened to be black.

     "I'm still in, boss." The Black Rhino said, trying to ease the Kingpin's rage. "And we can still get Spider-Man. And, lest we forget, you did force the Red Skull to relocate."

     "Yes, but he will be back. The Red Skull is no fool, he will wait to strike, but time will not be enough to heal the wounds created today." The Kingpin answered bluntly. "Now go. Kill Spider-Man. If you do not succeed, all is lost, including your employment."

     "Of course, Wilson." The Black Rhino answered, turning to leave.

     "That is the Kingpin to you." The Kingpin answered, grimacing.

     It just wasn't Peter's day. A promising day at home with MJ had been ruined by the appearance of the Black Rhino. Spider-Man wasn't just disappointed, though. He was genuinely afraid. With the Black Rhino, Spidey lost his element of surprise and awareness. He couldn't detect the Black Rhino's presence, and the Black Rhino could detect his. Not to mention that the Black Rhino was stronger, faster, and more agile than Spidey.

     Peter changed into his costume quickly, ready to spin into action. The Black Rhino had last been spotted in downtown Manhattan, wrecking cars and buildings for no apparent reason. _But I know the reason. Spidey thought. __And I really wish I didn't._

_     What do you have to do for some attention around here? The Black Rhino kept asking himself. __This is the eleventh care, not to mention the second Benz, I've wrecked, and I haven't seen so much as a web. Where's the web-slinger when you really need him? He hurled the expensive Mercedes into a nearby office complex, shattering the glass surrounding the front door. He then picked up an old Cadillac, noticing that the parking meter had expired. __I can see it now, He thought, shaking his head, __Black Rhino testifies that the cars in question were out of parking time anyways. He giggled, only to hear another voice giggle with him as his new "rhino-sense" flared. He heard a voice coming from on top of the car he was about to hurl. _

     "What, you don't like the style?" Spidey cracked jumping off the car. "I mean, sure, I prefer the 87' edition myself, but that's no way to take out your anger. Besides, you could get arrested for property destruction."

     "That's the last I've heard of your .." 

     "Corny wisecracks." Spider-Man finished the Black Rhino's sentence. "I know the whole "What to Say When Spider-Man's Making Corny Jokes to You" handbook by heart."

     "I bet you do." The Black Rhino answered, charging at Spider-Man, horn first."

     "Sharp objects are dangerous." Spider-Man scolded mockingly, "Especially when you're trying to drive then into your friendly neighborhood Spider-Man's heart."

     Spidey dodged the blow, using the Black Rhino's back to launch onto a nearby wall. He then pushed off the wall and landed right behind the Black Rhino. The Black Rhino turned, but not quite fast enough. Spider-Man landed a solid set of punches right into his knee-caps. He then launched over his spinning foe, landing another set of punches right onto the back of his head. However, the Black Rhino turned around fast enough this time. He picked up Spider-Man, trying to crush him into his chest like the Kingpin had done so many times. Spidey wriggled free, but not fast enough to avoid a major case of aching ribs. He then leaped across the street to "safety". The Black Rhino leaped across to, but Spidey already was prepared for him. He lifted a car above his head and flung it at the Black Rhino. It hit him in mid-leap, and the Black Rhino collapsed to the street. He grunted as the car landed on top of his back. Three-thousand pounds were now baring down on an already injured Black Rhino. He strained, but his injured arms refused to provide the heave needed to move the car. Spider-Man watched as cars spun out of the street, narrowly avoiding a collision with the colossal vigilante. Spider-Man waited until he judged the Black Rhino was genuinely knocked out, and began to advance on the car. He slowly lifted it, watching for any signs of the Black Rhino only pretending to be hurt. He then threw the car away and lifted the massive figure over his shoulder. He panted over to the sidewalk and sat him down as police sirens approached. Then, the masked web-slinger spun off into the night, free of villains to contend with. 

     Cletus Kasady had tried to locate the Red Skull, but there was no sign of him. Apparently, his "boss" had deserted him. Once again, Carnage was on his own. _We'll kill Spider-Man soon enough. He thought, a red tentacle lashing out to bring an opened Diet Coke up to his lips, __But__ not now. We must respect him now. He defeated our spawner, and proved that even we must be careful in dealing with him. Cletus smiled. __But when we do get a plan, we won't just kill him. We'll eat him. We'll devour him, organ by organ. He won't have a chance._

      The Red Skull had relocated, but not too far away. He understood that he needed to regroup in order to defeat both the Kingpin and Spider-Man for good, but he also needed to observe them. He needed to watch them and observe the progressions in their lives. Then he would be able to strike. Then he would be able to kill. _And when the Red Skull goes in for the kill, He thought to himself, __The Red Skull kills who he wants._

_     The Lizard ran off into the night, fueled by a lizard-like need for water. He found a pond, and slowly submerged himself, watching for approaching predators. The Lizard was in his habitat now. __Not that I'll settle for that. He thought quietly, __I'll only settle down when Spider-Man is dead. Then I will be able to "settle" myself. He bathed in the water, thinking of days to come and traps to be laid._

     Peter Parker had experienced a few days he would rather like to forget. Too many super-powered baddies could do that to a guy. However, rest had finally come. He greeted sleep with an open mind and rolled off into dreams of symbiotes and surprises.

The End

PLEASE COME BACK FOR THE NEXT INSTALLMENT IN MY SPIDER-MAN SERIES, THE EXCITINGLY UNTITLED SPIDER-MAN 2! 


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